Insurance Proceeds and Other Recoveries. Under no circumstances will the possibility of a future insurance or other recovery be a basis (a) for reducing liability for Losses prior to the receipt of those insurance proceeds or other recovery, or (b) for limiting, postponing or delaying satisfaction of any obligation under this Article 7. If, following satisfaction of a party’s obligation under this Article 7 with respect to certain Losses, a party that received a payment under this Article 7 subsequently receives any insurance proceeds or other recovery, the party that receives the insurance proceeds or recovery will promptly pay-over to the party that made the payment under this Article 7 an amount necessary to avoid any double recovery arising out of the particular facts and circumstances for which the insurance proceeds or other recovery is received, except to the extent that the party that made the payment under this Article 7 is subject to potential liability for Losses that are the subject of any claim notice for Losses for which liability or the amount of Losses has not been established, in which event the party that received the insurance proceeds or other recovery must solely pay-over the amount that exceeds the amounts to which that party may be entitled under this Article 7. Insurance proceeds or other recoveries required to be paid-over will be reduced, to the extent not taken into account when Losses were calculated, by any costs, expenses or additional premiums incurred in connection with obtaining such insurance proceeds or other recovery.
Insurance Proceeds and Other Recoveries. The amount of Damages recoverable by an Indemnified Party pursuant to this Article X with respect to an indemnity claim shall be reduced by the amount of insurance proceeds or other amounts actually recovered by such Indemnified Party with respect to the Damages to which such indemnity claim relates, net of any expenses related to the receipt of such payment, including retrospective premium adjustments, if any, occasioned by such Damages.
Insurance Proceeds and Other Recoveries. The Indemnified Party shall use reasonable efforts to make claims for Losses against applicable insurance providers prior to making any claim hereunder against an Indemnifying Party, and the amount of Losses recoverable by an Indemnified Party pursuant to this Article 5 with respect to an indemnity claim shall be reduced by the amount of insurance (including the R&W Insurance Policy) or indemnification proceeds or other amounts actually recovered from other sources (including the R&W Insurer) by such Indemnified Party with respect to the Losses to which such indemnity claim relates, net of any reasonable expenses related to the recovery of such payment. If an Indemnified Party receives any all or any portion of such proceeds from an insurance provider or other source after receiving an indemnification payment hereunder from an Indemnifying Party (the amount of such proceeds the “Double Recovery Amount’), the Indemnified Party shall promptly return an amount equal to the Double Recovery Amount to the applicable Indemnifying Party.
Insurance Proceeds and Other Recoveries. The amount of Losses recoverable by an Indemnified Party pursuant to this Article VII with respect to an indemnity claim shall be reduced by the amount of insurance proceeds or other amounts actually recovered by such Indemnified Party with respect to the Losses to which such indemnity claim relates, net of any expenses related to the receipt of such payment, including retrospective premium adjustments, if any, occasioned by such Losses; provided, that this Section 7.12 shall not be construed to require any Person to obtain any insurance coverage or to make a claim under any insurance coverage.
Insurance Proceeds and Other Recoveries. Primacy of Obligations under this Article 7.
Insurance Proceeds and Other Recoveries. Each Indemnified Party shall use commercially reasonable efforts to seek recovery under any insurance policies such Indemnified Party maintains and reasonably determines would cover any Loss to the same extent such Indemnified Party would if such Loss were not subject to indemnification hereunder; provided, that, for purposes of clarity, no party shall have any obligation to initiate or pursue any lawsuit, arbitration or similar action against the applicable insurer. The amount of Losses recoverable by an Indemnified Party pursuant to this Article VII with respect to an indemnity claim shall be reduced by the amount of insurance proceeds or other amounts actually recovered by such Indemnified Party with respect to the Losses to which such indemnity claim relates, net of any expenses related to the receipt of such payment, occasioned by such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies to the extent reasonably practicable; provided, however, that in no event shall FMHS be obligated to obtain or maintain any level of insurance coverage.
Insurance Proceeds and Other Recoveries. (a) Except for fraud and subject to the limitations set forth in the other Sections of this Article IX, the Purchaser Indemnified Parties’ remedy with respect to Damages for which they may be entitled to indemnification pursuant to Section 9.2.1(a) shall be as follows: (i) with respect to representations and warranties (other than Fundamental Representations or Section 3.6 (Tax Matters)), to satisfy the amount of such Damages in the following order of priority: first, from the remaining funds in the Escrow Account until the amount of the retention under the R&W Policy has been fully eroded, second (once the retention amount under the R&W Policy has been so fully eroded), from the R&W Policy to the extent available for recovery, and third, to the extent that any such Damages are unavailable for recovery from the R&W Policy or in excess of the limits of the R&W Policy, from the remaining funds in the Escrow Account, and (ii) with respect to Fundamental Representations and Section 3.6 (Tax Matters) and Tax indemnity under Section 7.3.1, to satisfy such amount of such Damages in the following order of priority: first from the remaining funds in the Escrow Account until the amount of the retention under the R&W Policy has been fully eroded, second (once the retention amount under the R&W Policy has been so fully eroded) from the R&W Policy to the extent available for recovery, third, to the extent that any such Damages are unavailable for recovery from the R&W Policy or are in excess of the limits of the R&W Policy, out of the remaining funds in the Escrow Account, and fourth, once the remaining funds in the Escrow Account have been exhausted, directly against the Sellers subject to the limitations set forth in this Article IX and Article VII, as applicable.
(b) The amount of Damages recoverable by an Indemnified Party pursuant to this Article IX with respect to an indemnity claim shall be reduced by (a) solely with respect to Damages incurred by LTCO, the amount of any Net Tax Benefit actually realized by the Indemnified Party, and (b) reduced by any indemnity or contribution amounts actually received from third parties by an Indemnified Party or its Affiliates in connection with the matter giving rise to such Damages (net of any applicable costs and expenses (including reasonable attorneys’ fees) of recovery or collection thereof) (such net recoveries, “Net Recoveries”). If an Indemnified Party or any of its Affiliates actually receives a Net Recovery with re...
Insurance Proceeds and Other Recoveries. At the request of the Stockholder Representative, the Company shall make a claim under any insurance policy of the Company in effect at the Effective Time (and still available to cover any Damages) relating to Damages for which Parent is entitled to indemnification under Section 10.02. If the insurer under such policy either pays or agrees to pay (and actually pays during the Escrow Period) any amount with respect to such claim within ninety (90) days from the date that such claim is made to the insurer, then the amount of Damages for which the Parent Indemnitees have made claims against the Indemnity Escrow Account or the TMG Escrow Account hereunder shall be reduced by the amount of such payment. In the event that any Parent Indemnitee is entitled to indemnification for Damages pursuant to a claim made under Section 10.02, and such Parent Indemnitee receives any proceeds, benefits or recoveries from any third party with respect to such claim prior to payment of such claim from the Indemnity Escrow Account or the TMG Escrow Account, then the amount of Damages for which the Parent Indemnitee shall be entitled to be indemnified under Section 10.02 shall be reduced by the amount of any such proceeds, benefits or insurance proceeds, and if such Parent Indemnitee receives any proceeds, benefits or recoveries from any third party with respect to such claim for Damages after payment of such claim from the Indemnity Escrow Account or the TMG Escrow Account, then such Parent Indemnitee shall pay the amount of such proceeds, benefits or recoveries to the Stockholder Representative for distribution to the stockholders of the Company. This Section 10.07 shall not obligate the Surviving Corporation or any Parent Indemnitee to continue any insurance policies of the Company after the Effective Time or to take any action with respect to any claims made by any Parent Indemnitee including, without limitation, the pursuit of insurance claims or the institution of proceedings against any third party.
Insurance Proceeds and Other Recoveries. The amount of Damages recoverable by an indemnified Person pursuant to this ARTICLE IX shall be reduced by the amount of insurance proceeds or other amounts actually recovered by such indemnified Person with respect to the Damages to which such indemnity claim relates, net of any expenses related to the receipt of such payment, including any premium increases or retrospective premium adjustments, if any, occasioned by such Damages; provided, that this Section 9.14 shall not be construed to require any Person to obtain any insurance coverage, but if insurance coverage is available, such Party shall notify the other and the indemnifying Persons may require a claim to be made under any such insurance coverage.
Insurance Proceeds and Other Recoveries. The amount of Damages recoverable by an Indemnified Party pursuant to this Article IX with respect to an indemnity claim shall be reduced by (a) the amount of insurance proceeds actually recovered by such Indemnified Party with respect to the Damages to which such indemnity claim relates, net of any expenses related to the receipt of such payment, including retrospective premium adjustments, if any, occasioned by such Damages; and (b) the amount of any Tax Benefit actually realized by the Indemnified Party in the taxable period in which the Damages occurred or in the taxable period immediately thereafter. For purposes of this Agreement, a “Tax Benefit” means the actual reduction of Tax liabilities (calculated on the basis of the actual reduction in cash payments for Taxes) resulting from an increase in deductions, losses or tax credits or decrease in the income, gain or recapture of tax credits that the Indemnified Party or any subsidiary or other affiliated entity thereof actually reported or took into account (other than by way of any increase in basis) in the taxable period (or portions thereof) in which the Damages occurred or in the taxable period immediately thereafter.
